S-K 1603(c) Fiduciary Duties to Other Companies

Sep. 30, 2026

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duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole;

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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

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directors should not improperly fetter the exercise of future discretion;

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duty to exercise powers fairly as between different sections of shareholders;

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duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and

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duty to exercise independent judgment.